<PAGE> 1
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 9, 1994)
$300,000,000
(ASSOCIATES CORPORATION OF NORTH AMERICA LOGO)
7.30% SENIOR NOTES DUE MARCH 15, 1998
------------------------
Interest on the Notes is payable semiannually on March 15 and September 15
of each year, beginning September 15, 1995. The Notes will not be redeemable
prior to maturity.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<TABLE>
<CAPTION>
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Price to Underwriting Proceeds to
Public(1) Discount Company(1)(2)
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
Per Note......................... 99.882% .134% 99.748%
- ------------------------------------------------------------------------------------------------
Total............................ $299,646,000 $402,000 $299,244,000
================================================================================================
</TABLE>
(1) Plus accrued interest, if any, from March 16, 1995 to date of delivery.
(2) Before deducting expenses payable by the Company estimated to be $267,000.
------------------------
The Notes are offered subject to receipt and acceptance by the Underwriter,
to prior sale and to the Underwriter's right to reject any order in whole or in
part and to withdraw, cancel or modify the offer without notice. It is expected
that delivery of the Notes will be made at the office of the Underwriter in New
York, New York, or through the facilities of The Depository Trust Company, on or
about March 16, 1995, against payment therefor in immediately available funds.
------------------------
LEHMAN BROTHERS
March 9, 1995
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
SUMMARY FINANCIAL INFORMATION
The following summary of certain financial information of the Company and
its consolidated subsidiaries has been derived principally from information
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1993 and its Quarterly Report on Form 10-Q for the nine months
ended September 30, 1994, available as described under "Documents Incorporated
by Reference", and is qualified in its entirety by the detailed information and
financial statements set forth therein.
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED
FOR THE YEAR ENDED DECEMBER 31 SEPTEMBER 30
------------------------------------------------------------ ---------------------
1989(A) 1990 1991 1992 1993 1993 1994
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
(UNAUDITED)
(DOLLAR AMOUNTS IN MILLIONS)
REVENUE AND EARNINGS
Revenue --
Finance charges........................ $1,852.1 $2,246.7 $2,753.2 $2,931.9 $3,250.7 $2,398.0 $2,794.6
Insurance premiums..................... 196.9 212.7 202.5 209.9 242.2 177.0 211.8
Investment and other income............ 177.2 197.3 163.3 182.8 196.7 147.8 170.2
-------- -------- -------- -------- -------- -------- --------
2,226.2 2,656.7 3,119.0 3,324.6 3,689.6 2,722.8 3,176.6
Expenses --
Interest expense....................... 997.0 1,146.3 1,278.5 1,222.8 1,291.8 961.4 1,082.9
Operating expenses..................... 463.2 586.6 705.4 807.4 979.6 722.8 849.9
Provision for losses on finance
receivables.......................... 224.0 302.0 423.7 504.0 468.9 346.8 422.4
Insurance benefits paid or provided.... 95.2 96.8 91.1 100.0 114.9 83.2 108.7
-------- -------- -------- -------- -------- -------- --------
1,779.4 2,131.7 2,498.7 2,634.2 2,855.2 2,114.2 2,463.9
-------- -------- -------- -------- -------- -------- --------
Earnings from Domestic Operations........ 446.8 525.0 620.3 690.4 834.4 608.6 712.7
Earnings from Foreign Operations......... 60.9 -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Total Earnings Before Provision for
Income Taxes and Cumulative Effect of
Changes in Accounting Principles....... 507.7 525.0 620.3 690.4 834.4 608.6 712.7
Provision for Income Taxes............... 180.3 185.8 219.6 240.7 310.7 227.3 268.4
-------- -------- -------- -------- -------- -------- --------
Earnings Before Cumulative Effect of
Changes in Accounting Principles....... 327.4 339.2 400.7 449.7 523.7 381.3 444.3
Cumulative Effect of Changes in
Accounting Principles(b)............... -- -- -- (10.0) -- -- --
-------- -------- -------- -------- -------- -------- --------
Net Earnings(c).......................... $ 327.4 $ 339.2 $ 400.7 $ 439.7 $ 523.7 $ 381.3 $ 444.3
======== ======== ======== ======== ======== ======== ========
Ratio of Earnings to Fixed Charges(d).... 1.45 1.46 1.48 1.56 1.64 1.63 1.66
======== ======== ======== ======== ======== ======== ========
</TABLE>
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(a) Results for the year ended December 31, 1989 are unaudited.
(b) The Company recorded a one-time cumulative effect of changes in accounting
principles related to the adoption, effective January 1, 1992, of SFAS No.
106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions", and SFAS No. 109, "Accounting for Income Taxes".
(c) Includes the after-tax operating results of foreign operations through
October 30, 1989.
(d) For purposes of computing the Ratio of Earnings to Fixed Charges, "Earnings"
represent earnings from domestic operations before provision for income
taxes and cumulative effect of changes in accounting principles, plus fixed
charges. "Fixed Charges" represent interest expense and a portion of
rentals representative of an implicit interest factor for such rentals,
relating only to the domestic operations.
S-2
<PAGE> 3
SUMMARY FINANCIAL INFORMATION -- (CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31 SEPTEMBER 30
1993 1994
----------- ------------
(UNAUDITED)
(IN MILLIONS)
<S> <C> <C>
BALANCE SHEET DATA
Assets:
Cash and Cash Equivalents........................................ $ 261.6 $ 303.9
Investments in Marketable Securities(e)
Bonds and Notes............................................... 603.5 556.1
Stocks........................................................ 35.0 32.9
--------- ---------
Total Investments in Marketable Securities............... 638.5 589.0
Finance Receivables
Consumer Finance.............................................. 20,330.1 22,942.4
Commercial Finance............................................ 9,077.2 10,350.1
--------- ---------
Total Finance Receivables................................ 29,407.3 33,292.5
Less -- Unearned finance income............................... 3,208.2 3,640.3
Allowance for losses on finance receivables........... 798.0 908.3
--------- ---------
25,401.1 28,743.9
Other Assets..................................................... 1,493.7 1,504.3
--------- ---------
Total Assets............................................. $27,794.9 $31,141.1
========= =========
Liabilities and Stockholders' Equity:
Notes Payable unsecured short-term
Commercial paper.............................................. $ 9,735.8 $11,584.1
Bank loans.................................................... 472.4 --
Long-Term Debt unsecured due within one year
Senior........................................................ 1,911.4 2,059.1
Subordinated.................................................. 100.0 --
Capital....................................................... 0.1 0.1
Accounts Payable and Accruals.................................... 840.2 804.1
Insurance Policy and Claims Reserves............................. 429.8 524.9
Long-Term Debt unsecured
Senior........................................................ 10,889.2 12,324.1
Subordinated.................................................. 141.2 141.2
Capital....................................................... 0.6 0.5
--------- ---------
Total Long-Term Debt..................................... 11,031.0 12,465.8
--------- ---------
Stockholders' Equity............................................. 3,274.2 3,703.0
--------- ---------
Total Liabilities and Stockholders' Equity............... $27,794.9 $31,141.1
========= =========
</TABLE>
- ---------------
(e) The Company adopted Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities"
effective March 31, 1994. Accordingly, at September 30, 1994, all
investments in marketable securities are carried at market value. At
December 31, 1993, investments in bonds and notes are carried at amortized
cost; market value on this date was $616.8 million.
---------------------
On February 1, 1995, the Company announced its results for the year ended
December 31, 1994. Such results, compared to the results of operations for the
prior fiscal year, were as follows: Revenue -- $4.4 billion (1994), $3.7 billion
(1993); Earnings before Provision for Income Taxes -- $972.6 million (1994),
$834.4 million (1993); and Net Earnings -- $603.5 million (1994), $523.7 million
(1993).
S-3
<PAGE> 4
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes offered
hereby supplements the description of the general terms and provisions of the
Debt Securities set forth in the Prospectus, to which description reference is
hereby made.
GENERAL
The Notes will constitute senior debt of the Company, will be issued under
an indenture dated as of October 15, 1994 (the "Indenture") between the Company
and NationsBank of Texas, N.A., as Trustee ("NationsBank"), will be limited to
$300,000,000 aggregate principal amount and will mature on March 15, 1998. The
Notes will bear interest at the rate per annum shown on the cover page of this
Prospectus Supplement from March 16, 1995 or from the most recent Interest
Payment Date to which interest has been paid or provided for, payable
semiannually on March 15 and September 15 of each year, commencing on September
15, 1995, to the persons in whose names the Notes are registered at the close of
business on the last day of February and August, as the case may be, next
preceding such Interest Payment Date. Payment of interest will be made by check
mailed to the persons entitled thereto; provided, however, that such payment of
interest will be made by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by
NationsBank not later than five business days prior to the record date for the
applicable Interest Payment Date. Payment of principal at maturity will be made
in immediately available funds upon surrender of a Note.
The Notes may be presented for payment or for transfer or exchange at the
Corporate Trust Office of NationsBank, presently located at 901 Main Street,
18th Floor, Dallas, Texas 75202, Attention: Corporate Trust Department or, at
the option of the holder, at NationsBank's corporate trust facility in the
Borough of Manhattan, The City of New York, presently located at 55 Broadway,
4th Floor, New York, New York 10006 (c/o NationsBank of New York, N.A.) or at
any other office or agency maintained by the Company for such purpose. The
Company may from time to time vary the location of any such offices but will at
all times maintain an office or agency in the Borough of Manhattan for
presentation for payment or for transfer or exchange. Wire transfer instructions
shall be provided to NationsBank at either of the aforementioned offices.
The Notes are to be issued only in registered form without coupons in
denominations of $1,000 and any multiple of $1,000.
REDEMPTION
The Notes are not redeemable prior to maturity.
CONCERNING THE TRUSTEE
NationsBank serves as trustee with respect to one other series of Debt
Securities previously issued under the Indenture. NationsBank acts as depository
for funds of, extends credit to, and performs other banking services for, the
Company in the normal course of business.
S-4
<PAGE> 5
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement, the Company has agreed to sell to Lehman Brothers Inc. (the
"Underwriter"), and the Underwriter has agreed to purchase, all of the Notes.
The Underwriting Agreement provides that the obligation of the Underwriter
is subject to certain conditions precedent. The Underwriter will be obligated to
purchase all of the Notes if any of the Notes are purchased.
The Company has been advised that the Underwriter proposes initially to
offer the Notes directly to the public at the public offering price set forth on
the cover page hereof and to certain dealers at a price which represents a
concession not in excess of .100% of the principal amount. The Underwriter may
allow and such dealers may reallow a concession, not in excess of .075% of the
principal amount, to certain other dealers. After the initial public offering,
the public offering price and such concessions may be changed.
The Company will indemnify the Underwriter against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or
contribute to payments required to be made in respect thereof.
The Company has been advised by the Underwriter that it currently intends
to make a market in the Notes, but may discontinue such market making at any
time without notice. The Company cannot predict the liquidity of any trading
market for the Notes.
LEGAL OPINIONS
The legality of the Notes will be passed upon for the Company by its
Assistant General Counsel, Timothy M. Hayes, 250 Carpenter Freeway, Irving, TX
75062-2729, and for the Underwriter by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a
limited liability partnership including professional corporations, 125 West 55th
Street, New York, New York 10019.
S-5
<PAGE> 6
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IN CONNECTION WITH THE
OFFER CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY THE UNDERWRITER. THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER
OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION.
---------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
<S> <C>
Summary Financial Information.......................................... S-2
Description of the Notes............................................... S-4
Underwriting........................................................... S-5
Legal Opinions......................................................... S-5
PROSPECTUS
Available Information.................................................. 2
Documents Incorporated by Reference.................................... 2
The Company............................................................ 3
Application of Proceeds................................................ 3
Description of Debt Securities......................................... 4
Description of Warrants................................................ 8
Plan of Distribution................................................... 9
Legal Opinions......................................................... 10
Experts................................................................ 10
</TABLE>
===============================================================================
===============================================================================
$300,000,000
(ASSOCIATES CORPORATION OF NORTH AMERICA LOGO)
7.30% SENIOR NOTES
DUE MARCH 15, 1998
---------------------------
PROSPECTUS SUPPLEMENT
March 9, 1995
---------------------------
LEHMAN BROTHERS
===============================================================================
